Northwestern Mutual

Raymond J. Manista

Senior Vice President - General Counsel

and Secretary

September 24, 2015

720 East Wisconsin Avenue

Milwaukee, Wl 53202-4797

414 665 2214 office

414 625 2214 fax

Filed By Email: e-ORU5)dol.gov

e-OED(5)dol.gov

raymanista@northwesternmutual.com

Office of Regulations and Interpretations

Employee Benefits Security Administration

Attn: Conflict of Interest Rule, Room N-5655

U.S. Department of Labor

200 Constitution Avenue, NW

Washington, DC 20210

Office of Exemption Determinations

Employee Benefits Security Administration

U.S. Department of Labor

200 Constitution Avenue, NW

Suite 400

Washington, DC 20210

Re: Department of Labor Proposed Investment Ad ice Regulation and Related Exemptions

RIN 1210-AB32/ZRIN 1210-ZA25

To Whom It May Concern:

The Northwestern Mutual Life Insurance Company appreciates the opportunity to follow-up on

its comment letter dated July 21, 2015 ( Initial Comment Letter ) regarding the above-captioned

regulation and related exemptions and its meeting with members of the Department of Labor

( Department ) held on September 22, 2015 ("Meeting"). This letter will serve to reaffirm the

comments we made in our Initial Comment Letter as well as those made during the Meeting, and also

respond to certain requests for data and additional information sought by the Department during the

Meeting.

Cost of Disclosure

In our Initial Comment Letter, we suggested that the Department had substantially

underestimated the cost of people, processes and systems changes necessary for firms of our size to

implement this rulemaking as proposed, citing our own high-level cost estimate of $13-15 million, with

annual ongoing costs to comply in the $3-4 million range. At the Meeting, you requested a high-level

estimate of those costs specifically attributable to the disclosure requirements in the BIC exemption. Of

the $13-15 million in implementation costs, our high level estimate attributable to the proposed

disclosures are as follows: Point of Sale Disclosure--$3 million; Annual Disclosure--$5 million; Website

Disclosure--$3 million. As to the $3-4 million of annual ongoing costs, our high level estimate

attributable to maintaining these disclosure systems and processes on an annual basis is $300,000.

The Best Interest Contract ( BIC ) Exemption
We reassert that as the Department considers revisions to its rulemaking, it should reconsider

its cost/benefit analysis in light of any specific cost estimates provided during the comment period and

at the hearings in order to ensure it remains justified in moving forward with this effort, and if so, revise

its final rulemaking to more appropriately balance the increased costs to industry and consumers.

Approach to Disclosure

A theme throughout our Initial Comment Letter was that the Department should redouble its

efforts to coordinate with other state and federal regulators and leverage existing regulatory disclosure

regimes rather than creating entirely new disclosures that will lead to customer confusion, lack of

regulatory consistency and increased costs. At our Meeting, the Department suggested that the intent

of the proposed disclosure requirements was to complement or add to existing disclosures, rather than

to duplicate or completely supplant them. We noted that certain existing disclosures appeared to meet

the Department s objective to inform consumers in an understandable manner. As an example, we

suggested that existing Fee and Expense Tables already found in prospectuses for variable annuity

contracts and their underlying fund investment options could be leveraged as a viable alternative to the

new personalized point of sale disclosure contemplated by the proposed BIC exemption.

We have enclosed with this letter a copy of the Fee and Expense Tables for our Account B

Variable Annuity Prospectus ( VA Prospectus ). We have also enclosed the first page of the summary

prospectus for our Northwestern Mutual Series Fund Growth Stock Portfolio, an underlying investment

option for our variable annuity contracts ( Fund Prospectus ). The Expense Tables in our VA Prospectus

are required by Item 3 of Form N-4 of the Investment Company Act of 1940 ( Investment Company

Act"). It is required to be written in plain English and, as is evident from the pagination, it must appear

at the front of the VA Prospectus. Issuers are required to present in this section examples of the cost to

consumers of purchasing the variable annuity contract (including underlying fund costs) in dollars over

periods of one, three, five and ten years assuming a $10,000 investment, a 5% annual return and certain

other assumptions. The Fund Prospectus disclosure required by Item 3 of Form N-1A of the Investment

Company Act and Rule 498 of Regulation C under the Securities Act of 1933 similarly requires disclosure

of the cost of investing in the fund in dollars over the same time periods and utilizing the same

assumptions as to the amount of the investment and annual return.

These standardized expense tables are intended to help consumers compare the costs of

investing in variable annuity contracts and underlying funds over time. We firmly believe these existing

disclosures sufficiently address the cost disclosure need that the Department was seeking to meet with

its point of sale disclosure. Notwithstanding that, if the Department decides to proceed with its own

point of sale cost disclosure, we urge it to adopt a standardized format comparable or identical to that

which is currently required in variable annuity and fund prospectuses.

As noted in our Initial Comment Letter and as we discussed at the Meeting, an alternative

disclosure approach that we believe has served the investing public well in the fiduciary setting is the

Form ADV disclosure brochure, which is required to be provided to each client of a registered

investment adviser at the outset of the relationship. It also must be updated annually (or sooner for

2
more material events). This approach, unlike the point of sale, annual and website proposals, would

have the advantage of being familiar to many financial services firms, would provide greater clarity as to

expectations of the adviser, would create more consistency across the regulatory spectrum, and would

have a proven track record within the fiduciary advice space. We mentioned by way of example at the

Meeting Northwestern Mutual Investment Services Signature Portfolios ADV Brochure, which

accompanies this letter.

Business Model Neutrality

In our Initial Comment Letter, we expressed the belief that the proposed rule and exemptions

did not appear to be business model neutral for a variety of reasons. The Department has stated its

intent to be business model neutral, and we suggested at our Meeting that the Department could make

that intent more explicit in any final rulemaking. The Department requested we provide thoughts on

how it could do so. With the context and background provided in our Initial Comment Letter, we would

suggest that any final rulemaking contain the following components to ensure such neutrality:

• Proprietary/Limited Range of Products Any final rulemaking should eliminate the

additional hurdles on proprietary/limited range of products found in the BIC exemption

relative to making a specific written finding as to best interest and adherence to a

heightened compensation standard based on the value of the specific services and not in

excess of fair market value. Include a clear statement in the regulation, as Congress did in

Section 913 of the Dodd-Frank Act, that the sale of proprietary or other limited range of

products does not cause a violation of the fiduciary standard of care.

• Traditional Brokerage Compensation Arrangements Any final rulemaking should adhere to

one formulation of reasonable compensation based on the existing ERISA construct under

ERISA § 408(b)(2) and (c)(2) and a facts and circumstance test. Acknowledge clearly that

broker-dealers and advisers can receive different compensation for the same (e.g., different

mutual fund families) or different (e.g., mutual funds versus variable annuities) products.

Eliminate all language that suggests one approach to brokerage compensation practices

(e.g., fee leveling) is preferred to other compensation structures. Eliminate all language that

effectively creates new standards for paying differential compensation (e.g., neutral

factors). Eliminate representations that speak to the firm s compensation practices relative

to the best interest standard. Include a clear statement in the regulation, as Congress did in

Section 913 of the Dodd-Frank Act, that receipt of compensation based on commissions or

other standard form of compensation for the sale of securities, does not cause a violation of

the fiduciary standard of care.

• Product Cost—Any final rulemaking should make clear that meeting a fiduciary standard is a

process that involves evaluation of many factors, and that the cost of the product to the

consumer is just one of those factors and not weighted more heavily by the Department

than other factors. Clarify that the Department recognizes that one product may

appropriately cost more than another product due to a variety of factors including

manufacturing cost, training cost, supervision cost, the personalized services offered,

guarantees provided, the financial strength of the issuer of the product, the flexibility

3
provided by the product, the ability of the issuer to lower net cost of the product overtime

(a mutuality concept), the investment performance or other factors.

• Distribution Method Any final rulemaking should make clear that no method of

distributing products to retirement investors is favored over any other. For example,

recommendations provided through a robo adviser should not be preferred over a career

agency exclusive distribution model or a brokerage open architecture model.

PTE 84-24

Treatment of Variable Annuities

We reaffirm the belief expressed in our Initial Comment Letter and at the Meeting that it is

more appropriate to retain variable annuities within PTE 84-24 along with fixed annuities than to require

variable annuities to be sold under the BIC exemption, in a manner comparable to mutual funds.

Notwithstanding the similarities to fixed annuities as we described in our Initial Comment Letter, we

understand the Department believes that variable annuities are too complex to leave within PTE 84-24.

The complexity of financial products is exactly why the SEC has in place prospectus requirements that

prominently inform the consumer of material elements of the investment. We believe that the existing

securities law disclosure requirements, combined with PTE 84-24 s existing and proposed disclosure

requirements, would sufficiently protect the retirement investor with respect to variable annuity sales.

We urge the Department to more fully consider existing disclosure requirements and protections before

adding new ones into the mix.

Special Exemption for Certain Fixed Annuities

The Department at our Meeting requested any thoughts we might have on a carve-out or

exemption for a simplified fixed annuity contract providing lifetime income. We would propose that an

additional carve-out be added to the general definition of fiduciary that would apply to the

recommendation of an IRA Qualified Longevity Annuity Contract that is described in Treasury Regulation

§§ 1.401(a)(9) and 1.408, provided the disclosure requirements found in Treasury Regulation §1.408-6

are satisfied and any disclosure requirements under applicable state insurance law are met. If the

Department is unwilling to grant a carve-out for such a contract, at a minimum we believe that it should

serve to relieve certain requirements in PTE 84-24 as proposed, specifically Section 2 (Impartial Conduct

Standards) and Section 5 (Recordkeeping Requirements). We agree with the Department that

facilitating easy access to such a product is good public policy on behalf of retirement investors.

Once again, we appreciate the opportunity to provide input on this proposal. If you have any

questions regarding our comments or if we can be of any further assistance in your consideration of the

issues summarized above, please contact me or John Dunn (414-665-5443 or

iohndunn(5)northwesternmutual.com).

4
Thank you.

Very truly yours,

Raymond J. Manista

Senior Vice President, General Counsel

and Secretary

3857209

5
ree and Expense Tables

Contract Fees and Expenses

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the

Contract. On the left ide of the table below we show the fees and expenses you will pay at the time that you buy,

surrender, or withdraw from the Contract. On the right side of these tables we show the fees and expen es that you will

pay daily nd periodically during the time that you own the Contract, not including the annual operating expenses of the

Portfolios (the range of which is shown in the table that follows). These tables do not include any charge for state premium

tax deductions, which we do not charge for at present, but we reserve the ri ht to do so. These tables do not include any

withdrawal charges that may apply upon withdrawals from a Guaranteed Interest Fund 8. (See Fixed Option )

Front-Load Contract (in which a sales charge is assessed when purchase payments are made)

Transaction Expenses for Contract Owners

(as a percentage of Purchase Payments, unless noted)

Maximum Sales Load 4.5%

Withdrawal Charge None

Transfer Fee None

E pedited Delivery Charge2 $17

Annual Expenses of the Separate Account

(as a percentage of average daily Contract value)

Maximum Mortality and Expense Risk Fees* 1 0.75%

Other Expenses None

Total Maximum Separate Account Annual Expenses1 0.75%

Current Mortality and Expense Risk Fees1 0.50%

Other Expenses None

Total Current Separate Account Annual Expenses1 0.50%

Annual Cont act Fee3

$30; waived if the Contract Value equals or exceeds

$25,000

Annual Charge for Optional Enhanced Death Benefit

(EDB)

Maximum Charge (as a percentage of the entire benefit)4... 0.40%

Back-Load Contract (in which a sales charge is assessed if and when amounts are withdrawn)

Annual Expenses of the Separate Account

(as a percentage of average daily Contract value)

Maximum Mortality and Expense Risk Fees1 1.50%

Other Ex enses None

Total Maximum Separate Account Annual Expenses1 1.50%

Current Mortality and Expense Risk Fees1 1.25%

Other Expenses None

Total Current Separate Account Annual Expenses1 1.25%

Annual Contract Fee3

$30; waived if the Contract Value equals or e ceeds

$25,000

Annual Charge for Optional Enhanced Death Benefit

(EDB)

Maximum Charge (as a percentage of the entire benefit)4... 0.40%

1 We reserve the right to increase the current mortality and e pense risk charges to the maximum annual rate of 0.75% for the front-load Contract, 1.50% for

the back-load Contract Class B Accumulation Units and 0.75% for back-load Contract Class A Accumulation Units. Under the back-load Contract, we

convert Class B Accumulation Units to Class A Accumulation Units on a Contract Anniversary if the Contract Value is at least $25,000 and the Class B

Accumulation Units are no longer subject to a withdrawal charge. For further information on Class B and Class A Accumulation Units, see Mortality Rate

and Expense Risk Charges Reduction of Charges. 

2 For express mail delivery with signature required; the express mail delivery charge without signature is $15. We also charge $15 for wire transfers in

connection with withdrawals.

3 We are currently waiving the Annual Contract Fee if Purchase Payments less withdrawals equal or e ceed $25,000. We reserve the right to change this

practice in the future.

4 The maximum charge is for issue age (i.e., the age nearest the Primary Annuitant s birthday at the time the application is approved) 56-65. The charge is

0.10% for issue age 45 or less and 0.20% for issue age 46-55. The “entire enhanced death benefit on any Valuation Date equals the greatest of (i) the

Contract Value on that Valuation Date, (ii) the amount of Purchase Payments made under the Contract (adjusted for any withdrawals), or (iii) the EDB on the

most recent Contract anniversary date prior to the Primary Annuitant’s 80th birthday, increased by any Purchase Payments we received since that Contract

anniversary and decreased by the percentage of Contract Value withdrawn since that Contract anniversary. The EDB is available only at the time the Contract

is issued. At the time of issue, the value of the EDB would be equal to the greater of the Initial Purchase Payment or the Contract Value.

2 Account B Prospectus

Transaction Expenses for Contract Owners

(as a percentage of Purchase Payments, unless noted)

Sales Load None

Maximum Withdrawal Charge for Sales Expenses 6%

Transfer Fee None

Expedited Delivery Charge2 $17
Range of Total Annual Portfolio Opera ing Expenses

The table below shows the minimum and maximum total operating expenses of the Portfolios that you may pay

periodically during the time that you own the Contract. The first line of this table lists expenses that do not reflect fee

waivers or expense limits and reimbursements, nor do they reflect short-term trading redemption fees, if any, charged by

the Portfolios. The information is based on operations for the year ended December 31, 2014. More details concerning

these fees and expenses are contained in the attached prospectuses for the Funds.

Minimum Maximum

Range of Total Annual Portfolio O erating E penses (expenses include investment advisory fees, distribution

(12b-l) fees, and other expenses as a percentage of average Portfolio assets)* 0.22% 1.39%

Range of Total Annual Portfolio Operatin Ex enses After Contractual Fee Waiver or Reimbursement** 0.22% 1.35%

* For certain Portfolios, certain expenses were reimbursed or fees waived during 2014. It is anticipated that these voluntary expense reimbursement and fee

waiver arrangements will continue past the current year, although certain arrangements may be terminated at any time. After taking into account these

arrangements and any contractual fee waiver or expense reimbursement arrangements, Annual Portfolio operating expenses would have ranged from a

minimum of 0.22% to a maximum of 1.35%.

** The Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement line in the above table shows the minimum and

maximu fees and expenses charged by all of the Portfolios after taking into account contractual fee waiver or reimbursement arrangements in place. Those

contractual arrangements are designed to reduce total annual portfolio operating expenses for Owners and will continue for at least one year from the date of

this prospectus. For more information about which Portfolios currently have such contractual reimbursement or fee waiver arrangements in place, see the

prospectuses of the underlying Funds.

The following Examples are intended to help you compare the cost of investing in the Contract with the cost of investing in

other variable annuity contracts. These costs include Contract Owner tran action expenses, Contract fees, Separate

Account annual expenses, and the fees and expenses of the underlying Portfolios. The Examples assume that you invest

$10,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. The Examples

reflect the maximum as well as the minimum fees and expenses of the underlying Portfolios as set forth in the Range of

Total Annual Portfolio Operatin Expenses table. Although your actual costs may be higher or lower than those shown

below, ba ed on the e assumptions, your costs would be as follows:

Examples

Back-Load Contract With the Enhanced Death Benefit (assuming the maximum EDB charge (i.e., at issue age 56-65) and

surrender or annuitization, just before the end of each time period, to a fi ed income plan with a certain period of less than 12

years; i.e., where a withdrawal charge would a ply)

1 Year 3 Years 5 Years 10 Years

Maximum Total Annual Portfolio Operating Expenses $911 $1,608 $2,128 $3,633

Minimum Total Annual Portfolio Operating Expenses $822 $1,286 $1,576 $2,526

Back-Load Contract With the Enhanced Death Benefit (assuming the maximum EDB charge (i.e., at issue age 56-65) and

assuming no surrender, no annuitization, or assuming an annuitization to a variable income plan; i.e., where a withdrawal charge

would not apply)

1 Year 3 Years 5 Years 10 Years

Maximum Total Annual Portfolio Operating E penses $311 $1,008 $1,728 $3,633

Minimum Total Annual Portfolio Operating Expenses $222 $ 686 $1,176 $2,526

Back-Load Contract Without the Enhanced Death Benefit (assuming a surrender or annuitization, just before the end of

each time period, to a fixed income plan with a certain period of less than 12 years; i.e., where a withdrawal charge would apply)

1 Year 3 Years 5 Years 10 Years

Maximum Total Annual Portfolio Operating Expenses $870 $1,487 $1,929 $3,252

Minimum Total Annual Portfolio Operating Expenses $781 $1,161 $1,365 $2,096

Back-Load Contract Without the Enhanced Death Benefit (assuming no surrender, no annuitization, or assuming an

annuitization to a variable income plan; i.e., where a withdrawal charge would not apply)

1 Year 3 Years 5 Years 10 Years

Maximum Total Annual Portfolio Operating E penses $270 $ 887 $1,529 $3,252

Minimum Total Annual Portfolio Operating Expenses $181 $ 561 $ 965 $2,096

Front-Load Contract With the Enhanced Death Benefit (assuming the ma imum EDB charge; i.e., at issue age 56-65)

1 Year 3 Years 5 Years 10 Years

Maximum Total Annual Portfolio Operating Expenses $671 $1,186 $1,726 $3,196

Minimum Total Annual Portfolio Operating Expenses $585 $ 870 $1,177 $2,044

Account B Prospectus 3
Front-Load Contract Without the Enhanced Death Benefit

1 Year 3 Years

Maximum Total Annual Portfolio Operating Expenses

Minimum Total Annual Portfolio Operating Expenses

$631

$545

5 Years 10 Years

$1,067 $1,528 $2,800

$ 748 $ 967 $1,598

The sales load for a front-load Contract depends on the amount of cumulative Purchase Payments. For the back-load Contract, the

mortality and expense risk charge and the withdrawal charge depend on the length of time amounts have been held under the

Contract and the size of the amounts held. (See Mortality Rate and Expense Risk Charges Reduction of the Charges and

Withdrawal Charges Withdrawal Charge Rates. ) We reserve the right to increase the current mortality and expense risk

charges to the maximum annual rate of 0.75% for the front-load Contract and 1.50% for the back-load Contract. The expense

numbers shown in the tables reflect the withdrawal charge and the maximum mortality and expense risk charges. The Contracts

may provide for charges for transfers between the Divisions of the Separate Account and for premium taxes, but we are not

presently assessing such charges. The charge for the EDB above was determined by multiplying the maximum EDB percentage

charge (0.40%) by the entire EDB. The EDB amounts assumed for purposes of this example are equal to the Contract Value at

each anniversary. Such hypothetical amounts are for illustrative purposes only. The $30 annual Contract fee is reflected as 0.01%

for the front-load Contract and 0.06% for the back-load Contract based on the annual Contract fees collected divided by the

average assets attributable to the Contracts for the fiscal year ended December 31, 2014.

Please remember that the example are simply illustrations and do not represent past or future expense . Your actual

expenses may be higher or lower than those shown in the examples. Similarly, your rate of return may be more or less than the

5% assumed in the examples.

Condensed Financial Information

The value of an Accumulation Unit is determined on the basis

of changes in the per share value of the underlying Portfolios

and the assessment of Separate Account charges, which may

vary from contract to contract. (For more information on the

calculation of underlying account values, see Application of

Purchase Payments. ) Please refer to Appendix B of this

prospectus for information regarding the historical

Accumulation Unit Values.

Financial statements of the Separate Account and the financial

statements of Northweste Mutual appear in the Statement of

Additional Information ( SAI”). The financial statements of

the Company should only be considered with respect to the

Company s ability to meet its obligations under the Contract

and not with respect to Contract Value held in the Separate

Account, which is principally derived from the investment

performance of the Portfolios. The SAI is available free of

charge at www.northwestemmutual.com. To receive a copy of

the SAI, send a written request to Northweste Mutual, Life

and Annuity Products Department, Room 2E450, 720 East

Wisconsin Avenue, Milwaukee, WI 53202, or use the coupon

provided at the back of this Prospectus. Semiannually, we will

send you reports containing financial information and

schedules of investments for the Portfolios underlying the

Divisions in which you invest. We will also send you periodic

statements showing the value of your Contract and

transactions under the Contract since the last statement. You

should promptly review these statements and any

confirmations of individual transactions that you receive to

verify the accuracy of the information, and should promptly

notify us of any discrepancies.

I he Company

The Northweste Mutual Life Insurance Company, or

through its subsidiaries and affiliates, offers insurance

products, investment products, and advisory services which

are designed to address clients needs for financial security

and protection, wealth accumulation and distribution, and

estate preservation. Organized by a special act of the

Wisconsin Legislature in 1857, the Company is licensed to

conduct a conventional life insurance business in the District

of Columbia and in all states of the United States. The

Company’s total assets were over $229 billion as of

December 31, 2014. The Home Office of Northweste 

Mutual is located at 720 East Wisconsin Avenue, Milwaukee,

Wisconsin 53202.

In addition to your fixed account allocations, General Account

assets are used to guarantee the payment of certain benefits

under the Contracts, including death benefits. To the extent

that we are required to pay you amounts in addition to your

Contract Value under these benefits, such amounts will come

from General Account assets. Thus, Contract Owners must

look to the strength of the Company and its General Account

with regard to insurance contract guarantees. You should also

be aware that the General Account is exposed to the risks

normally associated with the operation of a life insurance

company, including insurance pricing, asset liability

management and interest rate risk, operational risks, and the

investment risks of a portfolio of securities that consists

4 Account B Prospectus
SUMMARY PROSPECTUS

MAY 1, 2015 Growth Stock Portfolio

Before you invest, you may want to review the Portfolio s prospectus, whic contains more information about the Portfolio

and its risks. You can find the Portfolio s prospectus and other information about the Portfolio online at

www.nmseriesfund.com. You can also get this information at no cost by calling 1-888-455-2232 or by sending an e-mail

request to sfprospectus@northwestemmutual.com. The current prospectus and statement of additional information, each

dated May 1, 2015, along with the Portfolio s most recent annual report dated December 31, 2014, are incorporated by

reference into this Summary Prospectus. The Portfolio’s statement of additional information and annual report may be

obtained, free of charge, in the same manner as the prospectus.

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is long-term growth of capital. Current income is a secondary objective.

FEES AND EXPENSES OF THE PORTFOLIO

The table below describes the fees and expenses that you may pay when you buy and hold interests in a separate account that

invests in shares of the Portfolio as a result of your purchase of a variable annuity contract or variable life insurance policy. The

fees and expenses shown in the table and Example do not reflect fees and expenses separately charged by variable annuity

contracts or variable life insurance policies. If the fees and expenses separately charged by variable annuity contracts and v riable

life insurance policies were included, the fees and expenses shown in the table and the Example would be higher.

Shareholder Fees

(fees paid directly from your investment) N/A

Annual Portfolio Operating Expenses

(expenses that you pay each year as a percentage

of the value of your investment)

Management Fee 0.42%

Distribution and Service (12b-l) Fees None

Other Expenses 0.02%

Total Annual Portfolio Operating Expenses 0.44%

Fee Waiver (0.01)%

Total Annual Portfolio Operating Expenses After

Fee Waivefi1) 0.43%

Example

This Example is intended to help you compare the cost of

investing in the Portfolio with the cost of investing in other

mutual funds. The Example assumes that you invest $10,000

in the Portfolio for the time periods indicated and then redeem

all of your shares at the end of those periods. The E ample

also assumes that your investment has a 5% retu each year

and that the Portfolio’s operating expenses remain the same.

Although your actual costs may be higher or lower, based on

these assumptions your costs would be:

1 Year 3 Years 5 Year 10 Years

$44 $140 $245 $554

) The Portfolio’s investment adviser has entered into a

written agreement to waive a portion of its management fee.

This fee waiver agreement may be terminated by the adviser

at any time after April 30, 2016.

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A

higher portfolio tu over may indicate higher transaction costs. These costs, which are not reflected in Annual Portfolio

Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s

portfolio turnover rate was 42.36% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in the equity securities of

medium and large capitalization companies. For this purpose, medium and large capitalization companies are those with a market

capitalization of companies in the Russell 1000® Growth Index. As of December 31, 2014, companies in the Russell 1000®

Growth Index had market capitalizations between approximately $275 million and $647 billion.

The Portfolio invests in stocks selected by a team of core research analysts, with each analyst responsible for investments in his

or her area of expertise. These analysts use a fundamental, bottom-up research process to identify investments for the Portfolio.

The analysts, under the direction of the director of the core research team, determine the Portfolio’s allocations among market

NMSF-1 Northwestern Mutual Series Fund, Inc.
p

I G N A T U R E

PORTFOLIOS

NORTHWESTERN MUTUAL SIGNATURE PORTFOLIOSTM

Northwestern Mutual Investment Services - Program Sponsor

611 E. Wisconsin Avenue

Milwaukee, Wl 53202

1-866-664-7737

www.northwesternmutual.com

This wrap fee brochure provides information about the qualifications and business practices of

Northwestern Mutual Investment Services, LLC, a registered investment adviser. Being registered

does not imply a certain level of skill or training. If you have questions about the contents of this

brochure, please contact us at 1-866-664-7737. The information in this brochure has not been

approved or verified by the United States Securities and Exchange Commission or by any state

securities authority.

Additional information about Northwestern Mutual Investment Services, LLC is also available on

the SEC s website at www.adviserinfo.sec.gov.

92-0 59(0415) FE

DISCLOSURE BROCHURE

(As of April 1, 2015)
Material Changes

The following material changes have been made to this brochure since its annual update on March 31,2014:

Effective April 1, 2015 NMIS has revised the Program Fee Schedule to remove a fee offset for an

estimated average of the underlying investment management fees charged by Russell

Investments on Russell Funds held in Northwestern Mutual investment advisory rograms. These

offsets are no longer required because Northwestern Mutual sold Russell Investments. The

removal of the fee offset discontinues fee credits for tax-qualified accounts holding Russell Funds

for investment management fees charged by Russell that exceed the fee offset amount. This will

not impact the annual advisory fee rate that is charged to client accounts. However, some taxqualified accounts that held Russell funds will no longer be receiving fee credits that had been

due under the previous fee schedule. Tax-qualified accounts will continue to receive fee credits

that Northweste Mutual receives from third parties related to funds held in an account (such as

12b-1 fees).

NMIS also updated its definition of Client s Household and those situations in which a client may

aggregate their assets and receive a lower annual fee.

92-0459 (0415) FE
TABLE OF CONTENTS

I. Services, Fees and Compensation 1

A. Program Services 1

B. Program Fees 7

II. Account Requirements and Types of Clients 10

III. Portfolio Manager Selection and Evaluation 10

A. Program Management Overview 10

B. Performance-Based Fees and Side-by-Side Management 13

C. Methods of Analysis, Investment Strategies and Risk of Loss 13

D. Voting Client Securities 14

IV. Client Information Provided to Portfolio Managers 14

V. Client Contact with Portfolio Managers 14

VI. Additional Information 14

A. Disciplinary Information 14

B. Other Financial Industry Activities and Affiliations 16

C. Code of Ethics 22

D. Participation or Interest in Client Transactions and Personal Trading 22

E. Review of Accounts 22

F. Client Referrals and Other Compensation 22

G. Financial Information 24

92-0459 (0415) FE
I. Services, Fees and

Compensation

This brochure describes the Northwestern

Mutual Signature Portfolios wrap fee program

( Signature Portfolios or Program ). Signature

Portfolios is a discretionary investment advisory

wrap fee program using mutual funds and

exchange traded funds (ETFs) that combines

advice regarding asset allocation and

investment selection with discretionary trading to

rebalance to your selected asset allocation.

Northwestern Mutual Investment Services, LLC

( NMIS ) is a dually registered broker-dealer and

investment adviser, and a wholly owned

subsidiary of The Northwestern Mutual Life

Insurance Company ( NM ). Northwestern

Mutual” is the marketing name for NM and its

subsidiaries and affiliates. NMIS investment

advisory services are limited to this Program.

The Program provides a mutual fund and ETF

advisory solution to the clients of NMIS through

its investment adviser representatives (each

such representative shall be referred to as a

“Representative”). Mutual funds and ETFs will

be collectively referred to as funds.” NMIS

functions as the Portfolio Manager of this

Program through its Investment Products and

Programs Committee (the Committee”) which

determines all investment advice provided to

clients in this Program. The Program is called a

wrap fee program because it provides

investment advice and brokerage services for a

single fee.

Disclaimer: There can be no assurance that

any particular market strategy will be

successful in achieving a client s investment

goals. Any investment in the securities

markets carries with it risk, including the

possible realization of in estment loss of

principal and interest.

A. PROGRAM SERVICES

NMIS believes that the appropriate allocation of

capital among asset classes is a critical

component in constructing a sound investment

portfolio. NMIS asset allocation approach

assumes that risk can be reduced and return

maximized by constructing portfolios that contain

asset allocations from different asset classes

that vary in projected risk, return and correlation

overtime.

All Program accounts use an asset allocation

approach with multiple asset classes. The fact

gathering process engaged in by your

Representative with you will elicit information to

aid your Representative in making an

appropriate asset allocation recommendation.

This discovery process will allow your

Representative to assess a suitable asset

allocation for you, based on (but not limited to)

such factors as your risk tolerance, time horizon,

stability of future income, investment philosophy

and sensitivity to risk. Upon completion of the

fact gathering process your Representative will

generate an investment proposal (the

“Proposal”) that includes a recommended asset

allocation and portfolio of funds. You approve

the asset allocation and portfolio prior to

implementation. Following implementation,

NMIS may make adjustments and changes to

your asset allocation based upon any one of a

number of considerations including, but not

limited to: market conditions, account or

program performance, and changes in capital

market assumptions.

92-0459 (0415) Page 1 FE
You are responsible for communicating to your

Representative nformation necessary to permit

your Representati e to identify your investment

objective and risk tolerance so that your

Representative can recommend an appropriate

asset allocation.

Your Representative will deliver to you a

supplement to this brochure with information

about him or her as well as supplements with

information about members of his or her team

who are authorized by NMIS to give you advice

or guidance related to your account. Your

Representative may use other members of the

staff from his or her network office for whom you

have not received a brochure supplement to

gather information from you that is needed to

open your account. Those staff people for whom

you have not received brochure supplements

are authorized only to gather information from

you and are not authorized by NMIS to give you

advice or guidance in connection with your

account.

The Program complies with Rule 3a-4 under the

Investment Company Act of 1940. Your account

is managed on the basis of your individual

financial situation. You have the opportunity to

select your account s investment objective and

impose reasonable restrictions on the

management of the assets in the account. On a

quarterly basis NMIS will notify you in writing

that you should contact your Representative if

there has been any change in your situation.

In managing client Portfolios, the Committee

uses the non-discretionary investment advice of

the Northwestern Mutual Wealth Management

Company ( NMWMC ), a limited purpose federal

savings bank and NMIS affiliate, regarding

asset allocation and the selection of mutual

funds, ETFs and portfolios for the Program.

NMWMC uses a third party provider of mutual

fund research as a primary source for due

diligence information on certain mutual funds.

The research provider’s information assists

NMWMC in providing investment advice to the

Committee regarding the investments and model

portfolios used in the Program. NMWMC

performs additional research analysis on the

Russell Funds and ETFs offered in the Program

and provides this analysis to the Committee.

The Committee uses the information collected to

monitor investments maintained in Program

accounts and to monitor the model portfolios

used for the Program.

Some or all of the securities that you initially

deposit into the account may not meet the

investment guidelines of the Program, and

therefore, will be liquidated and reinvested by

NMIS within the portfolio selected by you without

prior notice to you under NMIS’ discretionary

authority.

It should be noted that Signature Portfolios is not

intended for investors who wish to invest on their

own. NMIS will not accept unsolicited buy or sell

transactions fro you for your Signature

Portfolios account.

Eligible Securities

You should fund your Signature Portfolios

account with cash or eligible program securities.

Besides cash, any security not in the selected

program portfolio is an ineligible security for the

Program. If you transfer securities into your

Signature Portfolios account, you grant NMIS

discretion to liquidate any and all ineligible

securities transferred in order to fund

92-0459 (0415) Page 2 FE
investments into the Program portfolio you

selected. The only securities eligible are those

that have been selected for the Program

portfolio.

NMIS also will liquidate any eligible securities

that are transferred into a Signature Portfolios

account to the extent necessary to achieve what

NMIS deems to be a proper allocation of funds

with a Program account depending on what

portfolio has been selected by a client.

Because NMIS will be liquidating ineligible

securities that enter a Signature Portfolios

account, you should not transfer assets into an

account where you wish to time or manage the

sale of an asset to obtain the best possible price

or where you seek advice relating to time, price,

or any other matter related to such securities.

Furthermore, NMIS may transfer ownership of

any ineligible securities in your account for

which there is no current market (i.e., worthless

securities) to the Clearing Agent for nominal

consideration. In the event NMIS is unable to

sell an ineligible security in the public market in

a timely manner, NMIS reserves the right to

transfer such ineligible security from a Signature

Portfolios account (including but not limited to

securities transferred into the account) to an

existing or newly created NMIS brokerage

account with the same registration, without your

consent. NMIS shall have no responsibility for

managing or monitoring such securities or cash

after they have been transferred to a NMIS

brokerage account.

Account Funding

Per the terms of the Client Agreement, NMIS

accepts appointment as investment adviser and

will begin to invest your funds promptly after the

Program account value reaches the lesser of (1)

$100,000.00, or (2) eighty percent (80%) of the

total amount which you specify to your

Representative that you will place into the

Program account as an initial allocation amount

(this date is herein defined as the Opening

Date ). The initial billing period will be adjusted

for the number of days remaining in the current

quarter.

Rebalancing

You grant NMIS full discretion to buy and sell

securities and otherwise manage Program

accounts, including but not limited to, discretion

to rebalance accounts, and, when appropriate,

substitute investments. NMIS will have the right

to rebalance your account at any time that NMIS

determines that market fluctuations, a change in

security pricing, a change in the underlying

securities, or drift from the implemented asset

allocation (which may result from market

movement, security pricing and/or from

contributions, disbursements or withdrawals

from the account) warrants such action.

Discretionary rebalancing may include

rebalancing an account to the model allocation

initially agreed upon and implemented,

rebalancing the cash allocation by selling

existing holdings to raise cash for payment of

the advisory fee, and rebalancing the asset

allocation by investing additional funds added to

the account, using the same model initially

agreed to and implemented.

Although NMIS generally rebalances all

Program accounts as a group, due to various

circumstances, it may not be possible to

rebalance all accounts in the same or similar

models within the same trading day. In addition,

it may not be possible to trade all similarly

92-0459 (0415) Page 3 FE
situated accounts on the same day if there are

model reallocations, including but not limited to

mutual fund substitutions or changes in the

recommended allocation of asset classes within

particular models. Accordingly, your account

may not be rebalanced or reallocated at the

same time and price as other clients in the same

or similar models.

If you deposit cash, or withdraw funds, or

transfer securities into your account, or

otherwise make a large transfer in or out of your

account, we will assume that you are

maintaining your selected investment objective,

time horizon, risk tolerance, and selected asset

allocations.

In the event that you plan on making a

withdrawal or deposit to the Program account

and you seek to amend your asset allocation

model and/or change your account investments,

you are under the affirmative obligation to notify

your Representative of any material change and

your intent to modify your asset allocation and

investments prior to making the withdrawal,

requesting the disbursement, or depositing cash

or securities into your Signature Portfolios

account.

You may request that NMIS suspend systematic

rebalancing for up to 90 days and such requests

will be granted where appropriate. Even when

NMIS suspends systematic rebalancing of an

account at your request, NMIS has the right to

override your direction and rebalance the

account for any reason, including if additional

cash or securities are deposited into the

account, if NMIS determines that the asset

allocation has materially changed from the

implemented asset allocation, or to generate

cash to pay NMIS fees. This Program is

generally not intended for clients who do not

want to participate in rebalancing.

Limitations on Withdrawals

This Program is intended for long-term

investors. Every time you withdraw funds from a

Program account, NMIS must sell securities to

raise funds, which results in costs to NMIS. The

minimum dollar value of any trades placed by

NMIS to accommodate a withdrawal from a

Program account is approximately $1,000.00.

The amount of cash generated by this trading

may exceed the amount of the withdrawal

request, in which case, the remaining cash will

be added to the cash allocation in the account. If

you seek to withdraw funds on a periodic basis,

you can only set up monthly or bi-monthly

withdrawal plans which withdraw funds from a

Program account on the 1st and/or 15th of any

given month.

Managing ultiple Accounts to a Single Goal

You may have multiple Signature Portfolios

accounts that you want to manage in a

combined fashion for purposes of achieving a

goal, such as saving for retirement. NMIS calls

such an approach Goal Level Management

( GLM ). Goal Level Management (sometimes

referred to as household portfolio

management ) enables one or more owners to

elect to designate assets in multiple accounts

within a household as a single group of assets

for purposes of managing toward a single

investment objective and for purposes of a

single, consolidated asset allocation (referred to

as a “GLM Portfolio ). You can elect to use GLM

by making those accounts subject to a single

Investment Policy Statement signed by you

which will contemplate multiple accounts and/or

92-0459 (0415) Page 4 FE
multiple owner s assets (referred to as a GLM

Portfolio ). You should not use Goal Level

Management if you do not have a single

investment goal for the assets and accounts

grouped together in the Investment Plan.

If you elect to use GLM, then the following

information applies to the management of the

GLM Portfolio: (i) the investor profile and

financial circumstances used to help determine

the Portfolio s investment objective, risk

tolerance and asset allocation reflect the joint

responses of all owners proposing to participate

in the GLM Portfolio, (ii) the Portfolio described

in the Investment Policy Statement is a

combined Portfolio of assets in multiple

accounts that will be managed as a single

combined Portfolio with respect to the asset

allocation and investment objective, (iii) all

owners jointly elect to designate assets in

accounts as a single group of assets for

purposes of managing toward an investment

objective and for purposes of a single,

consolidated asset allocation, and (iv) all owners

authorize NMIS to share all information about

each account with all account owners or

authorized signatories for each account

participating in the GLM Portfolio.

The overall asset allocation for the Program

accounts’ assets grouped for Goal Level

Management is called the Goal Level Asset

Allocation. Each existing Program Investment

Policy Statement is replaced by the consolidated

GLM Investment Policy Statement and NMIS will

manage the aggregate Portfolio as a group with

respect to the Goal Level asset allocation. The

asset allocations of each Program account

included within the GLM Investment Policy

Statement are aggregated to create the Goal

Level asset allocation for the combined Portfolio.

Applying GLM to existing Program accounts

may change subsequent performance report

data, such as the inception date to reflect the

multiple accounts aggregated into the GLM

Portfolio.

When accounts that are owned differently (i.e.,

different registrations or different taxable status)

or owned by different owners and grouped for

Goal Level Management, the management of

your account(s) participating in a GLM Portfolio

may be affected (positively or negatively) by the

actions, decisions, instructions, inactions, and/or

omissions of other owners participating in the

GLM Portfolio. NMIS is not responsible or liable

for the acts of other owners participating in a

GLM Portfolio with you.

Transactions in a specific security, such as

when a security is added or removed from

accounts, may not be accomplished for all your

accounts in the GLM Portfolio at the same time

or at the same price.

Statements and Reporting

You will receive a NMIS brokerage account

statement no less than quarterly, reflecting

account holdings, account value and account

activity since the end of the previous reporting

period. If there has been any trading activity in

the account for any given month, you will receive

a month-end statement reflecting that activity.

You will receive trade confirmations unless you

elect not to receive them. You will receive

performance reports on a periodic basis that will

allow you to track the progress of your account.

Program account performance will be compared

to selected reference indices using industry

standard calculations.

92-0459 (0415) Page 5 FE
Trade Aggregation

NMIS, at its discretion, may aggregate

purchases or sales of equities and ETFs, and

allocate such trades among two or more of its

clients. Each client within any given order batch

receives the same average share price for all

transactions of that security. All mutual fund

trades will be sent for execution throughout the

day and receive the same end of day price.

Trade Errors

From time to time, in the normal course of

business, trade errors may occur in advisory

accounts. NMIS policy is that advisory clients

will not bear the cost of losses resulting from

trade errors caused by NMIS. Where there are

gains that result from trade errors, NMIS will net

overall gains and losses on an annual basis and

net gains may be retained by NMIS in its sole

discretion.

Use of NMIS as Broker-Dealer

NMIS seeks to obtain best execution for all

transactions in your account. However, by

participating in this wrap fee Program that

combines advisory and brokerage services, you

may not obtain prices for securities that would

be as favorable if NMIS were functioning solely

as an adviser and seeking the best possible

prices for securities among different brokers.

If you terminate your authorization to direct your

Signature Portfolios trades to NMIS that action

will result in you terminating your Program

Agreement, as you will no longer be able to

have your funds invested in the Program. NMIS

cannot facilitate requests to execute Signature

Portfolios transactions through any other broker

or dealer other than NMIS.

Pershing as Custodian

Pershing LLC acts as custodian for funds and

securities that you or NMIS deposits into your

account or that it receives as the result of

securities transactions it processes. Inquiries to

Pershing concerning the positions and balances

in your account may be directed to the Pershing

Customer Service Department, One Pershing

Plaza, Jersey City, NJ 07399 (201-413-3333).

Pershing services include the carrying of cash,

and securities positions, the execution of

securities transactions, the preparation of client

trade confirmations and client statements, the

settlement of securities transactions, the

perfor ance of designated cashiering functions

and the preparation of certain books and records

related to reported securities transactions.

Pershing provides NMIS brokerage account

statements.

NMIS urges you to compare account

statement information received from your

custodian to account statement information

received from your adviser.

In comparing your Program account information,

you should note that balance and transaction

information may vary in the event the dates of

the reporting periods differ for the respective

statements.

Pershing regularly reviews order routing and

execution quality transaction data from the

accessed market centers for speed of execution,

counter-party risk, cost of access, use of

technology and liquidity enhancement. NMIS

periodically review Pershing s execution quality

transaction data and works with Pershing to

identify and to address trade execution issues.

92-0459 (0415) Page 6 FE
Northwestern Mutual Client Service Center

Under certain circumstances Program accounts

may be serviced by NMIS employee

representatives (Service Center

Representatives) located in the Northwestern

Mutual Client Service Center ( NM Client

Service Center ) in NMIS home office of

Milwaukee, Wisconsin. A Program account may

be serviced by the NM Client Service Center

under various circumstances, including the

client s local Representative is no longer with

Northwestern Mutual and another local

Representative is not available. Service Center

Representatives are employees and registered

representatives of NMIS and also employees of

NMWMC. Service Center Representatives are

compensated with a salary and company bonus

plan related to broad-based company goals.

Service Center Representatives’ compensation

is not related to account values, fees or

commissions of the accounts they service.

B. PROGRAM FEES

Next $1,500,000 0.55%

Next $5,000,000 0.50%

Above $10,000,000 0.40%

Fee Definitions

Tiered (Blended) Pricin Schedule

Program fees charged to your account are a

blending of the rates in the schedule shown. For

example, a $300,000 account is charged 1.65%

on the first $100,000 of Signature Portfolios

assets and 1.35% on the next $200,000 of such

assets. The resulting blended fee is 1.45% or

$4,350 per year.

Tax-qualified accounts will receive a fee credit

for any other revenues Northwestern Mutual

recei es from third parties related to funds held

in the account (such as 12b-1 fees). Depending

on the mutual funds or ETFs in your Program

account, you will incur fees in addition to the

Annual Fee. See section on Other Fees and

Expenses” below.

You pay NMIS a fee on a calendar quarter basis

in advance for its services in accordance with

the following blended wrap fee schedule. All

fees are prorated over the first calendar quarter

the account is open.

Program Fee Schedule

|l ccpurit. set :;|(l/|/sCllent hnuaFFiSell ::;"

First $100,000 1.65%

Next $400,000 1.35%

Next $500,000 1.00%

Next $1,000,000 0.80%

Next $1,500,000 0.60%

Annual Fee: Annual Fee is the stated fee for

the Program that NMIS is charging for providing

advice and other services to you. The Annual

Fee is the rate used to determine the Annual

Fee deducted from your account assets. A

NMIS Representative may negotiate the

Signature Portfolios account Annual Fee with

you.

Household Assets: A Client and members of

the client’s household may receive lower Annual

Fees by having all their Signature Advisory

accounts aggregated for fee billing

calculation. The Members of Client s

household are defined as Client, his/her

spouse/domestic partner, and/or any unmarried

92-0459 (0415) Page 7 FE
children under the age of 21 who reside at the

same address as the Client. All accounts in a

household must be managed by the same

primary advisor. Only assets subject to the Fee

Schedule and held in NMIS or NMWMC Affiliate

Signature Program accounts that are individually

or jointly owned by members of the Client s

household, including individual retirement

accounts (IRAs), but not ERISA retirement plan

accounts, may be aggregated for the fee billing

calculation. Clients must request that their

accounts be aggregated and identify each

account that qualifies for aggregation. NMWMC

Trust and Private Client Services accounts are

not aggregated with Signature Program

accounts for any fee billing calculations.

Fees are billed to Signature Portfolios accounts

quarterly in advance generally using the account

value as of the last business day of the previous

quarter. The initial fee will be based on the value

of the assets as of the date of the initial

investment into the Signature Portfolios account.

NMIS may make fee adjustments based on

significant changes in account assets during any

quarterly period.

NMIS retains a portion of the account wrap fee

to manage Program accounts that consists of (a)

a program fee that ranges from $250-$600 a

year, and (b) 15%-65% of the remaining annual

client fee to cover portfolio management, field

supervision, and brokerage expenses, with the

balance of the advisory fee typically paid to the

Representative or Representatives servicing

your account.

Transaction Fees: NMIS will not charge

Program clients transaction fees.

Termination: Either you or NMIS may elect to

terminate the Client Agreement at any time

without cause by providing 30 days prior written

notice of such termination to the other party. For

accounts that have been open for more than one

year, you will receive a refund of advisory fees

paid in advance pro-rated from the date of

termination through the end of the quarter. No

fee adjustments will be made for appreciation or

depreciation in the account value during a

quarter.

Suspension of Tradin and Billin : NMIS will

suspend trading and the charging of a Program fee

for any account if the balance of the account falls

below $10,000. If the balance of a suspended

Program account increases to above $10,000

through additional deposits or market

appreciation, NMIS will resume managing the

Program account, and will re-commence

charging the account for Program fees.

Early Termination: The Program is intended

for long-term investments. NMIS incurs

significant costs and provides significant value to

you at the time an account is opened and

funded. NMIS expects to recover those costs

over time from you by charging an asset-based

client fee that is disclosed in this Brochure. If

you ter inate a Program account prior to the

account being open for one year, NMIS will

retain any advisory fees paid in advance.

Because advisory fees are asset based, the

dollar amount of fees retained for larger accounts

will be higher than for smaller accounts (although

on a percentage basis, the retained amount may

be lower for larger accounts).

92-0459 (0415) Page 8 FE
NMIS reserves the right to charge an additional

fee, depending on the circumstances, to recover

costs that NMIS has already incurred but not

recovered in providing advice and services to

you. The advisory fees paid in advance plus any

additional fee will not exceed the total client fees

that would have been assessed to you had the

total value of your Program account on the

termination date remained in the Program for the

balance of the first year.

Other Fees and Expenses: Certain brokerage

related fees such as SEC fees, wire transfer

fees, account termination fees, stock certificate

processing and other miscellaneous NMIS fees

associated with the related brokerage account

will be charged to you by NMIS. You will be

subject to short-term redemption fees that

maybe charged by a mutual fund. These fees, if

applicable, are usually 1 %~2% of the redeemed

amount and are used to reimburse the fund for

costs associated with short-term trading of their

shares. Your investments in the Program may

also be subject to other fees, expenses and

charges imposed by other third parties such as,

in the case of mutual fund or ETF investments,

investment management fees, 12b-1 distribution

fees, shareholder servicing fees, administrative

servicing fees and brokerage expenses. Each

shareholder in a mutual fund/ETF is responsible

for a proportional share of such applicable fees

and expenses.

Underlying mutual fund or ETF investment fees

and expenses that are borne proportionately by

all shareholders are not a part of the Annual

Fee. You should consider such fees and

expenses in evaluating the overall cost of the

Signature Portfolios Program. Please refer to the

applicable fund prospectus for more information

on the underlying fees and expenses associated

with investments in mutual funds and ETFs.

You may be able to obtain similar investment

advisory services from other investment

advisers for a lower fee. Other investment

advisers may offer similar or identical mutual

fund investment options using share classes

with lower operating expenses (including 12b-1

fees). The overall fees you pay for this Program

may be more costly than paying for the services

separately, depending upon the investment

advisory fees charged, the number of

transactions for the account, and the level of

brokerage and other fees that you would pay if

you purchased the services offered by the

Program as separate services. Any 12b-1 fees

and shareholder servicing fees generated by

assets held in Program accounts are not paid to

the Representative. See Conflicts of Interest

Related to Receipt of 12b-1 Fees below.

The compensation your Representative may

receive for recommending the Program may be

more than what your Representative would

receive if you participated in other investments

that could be recommended by your

Representative, or if you paid separately for

investment advice, brokerage and other

services. Therefore, your Representative may

have a financial incentive to recommend the

Program to you over other available services or

programs.

All Program client assets will be executed,

cleared, settled and custodied, at Pershing LLC,

as NMIS clearing agent. NMIS offers the

Program only as a wrap fee program that

combines NMIS advisory and NMIS brokerage

services (including access to Pershing for

execution, clearing, settlement and custody of

92-0459 (0415) Page 9 FE
Program assets). NMIS believes that offering

this combination of services results in a lower

price to you than if NMIS were to offer the

advisory services it provides through the

Program priced as a separate service, in

conjunction with you paying separately for

brokerage services. However, it is possible that

you could purchase comparable advisory and

brokerage services elsewhere separately for a

lower price.

II. Account Requirements and

Types of Clients

The Program requires a minimum of $50,000 in

investable account assets (some portfolios are

available at $25,000 if a household has another

Signature account with assets totaling at least

$50,000).

The Program is available to any client meeting

participation minimums including: individuals,

IRA accounts, pension and profit-sharing plans,

trusts, estates, charitable organizations,

corporations, or other business entities. The

Program is not available for government entity

clients. Government entities are state

governments, local governments, and any of

their subdivisions, agencies, authorities or

instrumentalities. Government entities also

include: 1) a pool of assets sponsored by a

government entity (e.g., a defined benefit plan);

2) a plan or program of a government entity

(e.g., 457 and 403(b) plans); and 3) an official or

employee of government entity if the person is

acting in an official capacity for the government

entity.

III. Portfolio Manager Selection and

Evaluation

A. PROGRAM MANAGEMENT

OVERVIEW

The Program offers a selection of fund portfolios,

including ETFs ( Program Portfolios ) that can be

used to implement a NMIS recommended asset

allocation. By signing the Client Agreement and

the Investment Policy Statement, you

acknowledge that (1) you (not NMIS or your

Representative) have selected the Program

Portfolio, (2) the selected portfolio may perform

differently than the other available portfolios over

time, and (3) this Program is for long-term

investors.

For a list of the currently available Program

Portfolios, ask your Representative. The NMIS

Investment Products and Programs Committee

(the “Committee”) functions as the portfolio

manager. This Committee is composed of

members of NMIS senior management who are

experienced in investment advisory programs and

ser ices. The Committee uses the nondiscretionary advice of NMWMC to select and

monitor eligible Program securities and to

construct and manage the Program Portfolios.

The Committee evaluates the performance of

Program accounts using time weighted

performance and an adviser chosen benchmark

which reflects your investment objective using

industry standard methods. NMIS reviews the

accuracy of performance information by sampling

account performance reports. The Committee

evaluates the performance of the funds, ETFs

and model portfolios offered through the

Program. The Committee members do not have

direct contact with clients.

NMIS advisory supervisors review accounts at

account opening for suitability of the asset

allocation selected in light of a client s stated risk

tolerance and investment objectives. Thereafter

92-0459 (0415) Page 10 FE
your Representative will annually offer to review

with you the suitability of an account s

investments and an account s performance. You

may request a review of your account with your

Representative at any time and are not limited to

an annual review. If your situation has

significantly changed such that the information

you originally provided to your Representative in

determining the appropriate asset allocation and

investment selection is no longer reflective of

your current circumstances, it is incumbent upon

you to notify your Representative of such

circumstances so that any necessary changes to

your Program account may be made.

Customized Fund Portfolios ( Customized )

NMIS and NMWMC have contracted with

Morningstar Associates, LLC ( Momingstar ), an

industry leader in mutual fund research, to

provide research and portfolio construction

recommendations. Morningstar’s portfolio

construction methodology attempts to integrate

the asset allocation framework provided by

NMIS. Morningstar employs a fund selection

process using quantitative analysis. Morningstar

begins with a universe of more than 10,000

mutual funds (excluding the Russell Funds, as

defined below) that are available for investment

on the NMIS brokerage platform. Morningstar’s

screening process examines funds’ past returns,

style consistency, expenses, manager tenure

and other quantitative screens. In addition,

Morningstar performs qualitative analysis of

funds’ portfolio construction and investment style

based on interaction with fund managers. This

qualitative review assists Morningstar in

understanding a fund manager’s investment

philosophy and investment process and the

fund’s organizational structure when determining

the appropriateness of including or excluding a

specific fund in a Customized Fund Portfolio.

A select list of mutual funds that has passed

Morningstar’s quantitative and qualitative

screening process is the primary universe

available to construct client portfolios (known as

the Morningstar List ). NMIS reserves the right

to include or exclude specific funds or asset

classes as part of this investment universe.

Next, Morningstar then works from this select list

to construct portfolios, develop a customized

solution for the Program by examining funds 

correlation, as well as sector and security

o erlap to achieve the best fit for an investor’s

desired investment objectives and risk

tolerances within NMIS’ asset allocation.

Momingstar provides ongoing monitoring and

reviewing of individual funds and periodically

makes recommendations for specific changes in

fund selection and portfolio composition. NMIS

independently reviews the research and

portfolios it receives from Morningstar and NMIS

is responsible for how it chooses to implement

Morningstar’s research in the Customized Fund

Portfolios. You should keep in mind that funds’

past performance is not necessarily indicative of

their future performance. For a description of the

available Customized Fund Portfolios, ask your

Representative.

Multi-Style, Multi-Manager Fund Portfolios

( Multi-Manager )

You may elect to invest in a blended portfolio of

mutual funds from the Russell Investment Group

( Russell ), a provider of a multi-style, multi¬

manager diversification approach to mutual fund

creation and management (“Multi-Manager

Portfolios”). NMIS independently reviews

Russell’s process of manager selection and

92-0459 (0415) Page 11 FE
portfolio construction using non-discretionary

investment advice provided by NMWMC.

The process Russell follows to create its mutual

funds begins with a screening process whereby

Russell investigates more than 4,500

institutional money manager firms and their

8,600 investment products from Russell s offices

around the world. Russell’s research analysts

use objective analysis and face-to-face

interviews to contribute to a better

understanding of a manager’s prospects for

success. Russell judges a management

company on a combination of four key factors:

people, process, portfolio and performance.

Once the managers are selected, Russell blends

the managers in complimentary ways to create

its mutual funds. Russell’s approach to mutual

fund construction builds long-term manager

portfolios based on investment discipline, style

consistency and risk assessment.

NMIS independently screens on an ongoing

basis the available Russell Funds to validate

that the resulting Russell Funds have

appropriate performance, risk and expense

measures relative to peers and benchmarks.

Utilizing non-discretionary advice from NMWMC,

NMIS then independently blends portfolios of

multi-style, multi-manager Russell Funds

together to obtain a diversified portfolio of

equities and fixed income funds. The resulting

portfolios are screened on an ongoing basis to

validate appropriate portfolio performance

measures relative to peers and benchmarks.

The Russell Funds used to construct the MultiManager Portfolios undergo a less stringent

review process than the process followed by

Morningstar. Russell Funds may or may not

92-0459 (0415)

meet the criteria for inclusion in the Morningstar

developed Customized Portfolios. The Russell

Funds are not subject to the initial and on-going

quantitative and qualitative screening reviews

that all other available platform mutual funds and

ETFs are subject to in this Program. In the event

that NMIS has concerns with a particular Russell

fund in a Multi-Manager Portfolio, NMIS may

remove the Russell fund in the portfolio and

replace it with an eligible Program security. A

Representative does not receive additional

compensation based on the Program Portfolio

recommended to clients. For a description of the

available Multi-Manager Fund Portfolios, ask

your Representative.

Market Index Portfolios: You may elect to

invest in a market indexed model portfolio.

These portfolios are designed for clients who are

attracted to indexed investment products, which

typically have lower expense ratios than actively

managed mutual funds. The Market Index

Portfolio models are constructed with ETFs and

other indexed securities including indexed

mutual funds chosen by NMIS; however, actively

managed funds also may be utilized in asset

classes where suitable indexed securities are

not available. Because of their structure, some

ETFs also may be desirable for clients seeking a

more tax sensitive approach. ETFs and indexed

mutual funds generally are designed to closely

track an index or associated benchmark and are

not actively managed. Each asset class

generally will be represented by indexed

securities that individually, or in combination,

create a style neutral portfolio. Because indexed

securities generally hold a large number of

underlying securities, an asset class may be

represented by only one indexed security. In

other asset classes, several indexed securities

Page 12 FE
may be used to achieve the necessary

diversification and risk/return tradeoffs.

The ETFs and other indexed securities used in

the Market Index Portfolios are chosen by NMIS

based on a number of factors, including

performance, expenses, assets under

management, daily liquidity, diversification, risk,

tracking error, and fit within the asset allocation

models. Using the non-discretionary investment

advice of NMWMC, NMIS then blends the

securities together to create diversified models.

NMIS screens the ETFs and other indexed

securities used in the Market Index Portfolios on

an ongoing basis to ensure they have

appropriate performance, risk, and expense

measures relative to peers and benchmarks.

B. PERFORMANCE-BASED FEES

AND SIDE-BY-SIDE

MANAGEMENT

Neither NMIS nor any Representative charges

performance-based fees.

C. METHODS OF ANALYSIS,

INVESTMENT STRATEGIES AND

RISK OF LOSS

NMIS Investment Products and Programs

Committee (the Committee ) uses research

regarding asset allocation and securities

analysis from NMWMC. NMWMC principally

uses quantitative analysis, but also uses

qualitative analysis to develop the asset

allocation strategies and select the investment

options it recommends to NMIS. NMWMC

examines underlying funds (which include ETFs,

mutual funds, and variable annuity sub¬

accounts) past returns, risk, style consistency,

expenses, manager tenure, fund history and

other quantitative information relative to peers. It

also conducts a comparative analys s of the

funds individual Portfolios and investment

styles. NMIS recommends asset allocation

strategies with risk tolerance ranges categorized

from conservative” to “very aggressive. 

Investing in securities involves risk of loss which

you should be prepared to bear.

In developing its advice and asset allocation

recommendations, the Committee relies upon

Modern Portfolio Theory and capital markets

assumptions made about the asset classes used

in the Program. Modern Portfolio Theory

assumes that risk can be forecasted based on

the standard deviation of an asset class and that

the returns on investments will occur over time

in a normally distributed pattern of gains and

losses. Historically, there have been several

time periods in which markets have experienced

gains and losses that could not have been

predicted based on Modern Portfolio Theory.

Therefore, your Program account may not

perform as predicted by Modern Portfolio Theory

because the risk of loss will vary from

NMWMC’s forward looking assumptions about

asset class risk and return. Your investments

may experience losses outside the range of

outcomes assumed in constructing the asset

allocation for your Program account and you

could experience greater losses than expected.

Many Program accounts contain allocations to

fixed income securities and bond mutual funds

and ETFs. With fixed income securities and

bond funds and ETFs, when interest rates rise,

the prices of these securities you own decline,

which could negatively affect overall

performance. Bond prices correlate inversely

with interest rates and this effect is usually more

pronounced for longer-term bonds making their

92-0459 (0415) Page 13 FE
prices more volatile. At maturity, the issuer of

the bond is obligated to return the principal

(original investment) to the investor. Bond funds

(mutual funds and ETFs) continuously replace

the bonds they hold as they mature and thus do

not usually have maturity dates, and are not

obligated to return principal. High yield bonds

present greater credit risk than bonds of higher

quality. Clients should be aware of interest rate

risk and its impact on fixed income securities

and bond mutual funds and ETFs. A significant

rise in interest rates in a short period of time

would cause losses in the market value of any

bonds or bond funds that you own.

D. VOTING CLIENT SECURITIES

You will retain the sole authority and

responsibility for voting all proxies for those

securities held in Program accounts. NMIS and

its Representatives will have no obligation or

authority to take any action or render any advice

concerning the voting of proxies for securities

held or transferred into the Program. All proxies

related to Program assets will be sent to you for

response.

IV. Client Information Provided to

Portfolio Managers

NMIS is the Portfolio Manager for the Program.

Your Representative communicates to NMIS

your selected asset allocation, which is based

on factors such as your risk tolerance, time

horizon, stability of future income, investment

philosophy and sensitivity to risk, as well the

Program Portfolio you select for your account.

For additional information, see Section I. titled

Services, Fees and Compensation - Program

Services above.

92-0459 (0415)

V. Client Contact with Portfolio

Managers

You can communicate with NMIS through

your Representative and you also have the

option to contact NMIS at 1-866-664-7737.

Your Representati e will offer to meet with

you at least annually to discuss any changes

in your risk tolerance, investment objective,

time horizon, or other financial circumstance

that might affect the suitability of the

account s investments and/or asset

allocation and make any changes as needed.

VI. Additional Information

A. DISCIPLINARY INFORMATION

NMIS was involved in the following regulatory

proceedings involving the Financial Industry

Regulatory Authority ( FINRA ), an entity which

regulates NMIS broker-dealer activities. In the

settlements below, NMIS consented to the entry

of findings and the imposition of the sanctions

described without admitting or denying the

allegations. These matters do not relate to

NMIS advisory business but may be relevant to

your decision whether to do business with NMIS.

Auction Rate Securities

In a 2009 settlement, FINRA censured and fined

NMIS $200,000 for violating FINRA rules

between 2006 and 2008 relating to NMIS’

marketing and sale of Auction Rate Securities

("ARS"). FINRA found that NMIS failed to

maintain adequate supervisory procedures

concerning its sales and marketing activities

regarding ARS. Pursuant to an agreement with

FINRA, NMIS offered to buy back all ARS, grant

relief for investors who sold their ARS below par,

arbitrate any consequential damages claims

through a FINRA special arbitration program,

Page 14 FE
and provide reports to FINRA concerning

compliance with the agreement.

Mutual Fund Sales

In a 2007 settlement, FINRA censured and fined

NMIS $100,000 for conduct that occurred

between 2002 and 2004 that FINRA found

violated rules related to NMIS failure to

establish, maintain and enforce a supervisory

system and procedures reasonably designed to

identify opportunities for certain investors to

purchase certain mutual funds at Net Asset

Value ( NAV ), and ensure that those investors

received the benefit of available NAV transfer

programs. Subsequent to a FINRA examination,

NMIS promptly engaged in remedial action to (1)

identify all funds with NAV transfer programs

that it sold, (2) assess the extent to which

customers were harmed, (3) provide remediation

to eligible customers, and (4) retain a third party

to assess NMIS remediation.

Untimely Reporting of Complaints and other

Violations

In a 2006 settlement, FINRA censured and fined

NMIS $115,000 for violations of FINRA rules

relating to NMIS’ obligation to make timely

reporting to FINRA of certain kinds of customer

complaints and NMIS’ failure to follow terms of a

previous settlement with FINRA. NMIS failed to

timely report customer complaints regarding

misappropriation of funds or forgery; disciplinary

actions against its registered representatives

that resulted in terminations or suspensions; and

felony charges against an associated person.

NMIS also failed to pre-file sales material

regarding variable life insurance products with

FINRA as agreed upon in an earlier settlement

with FINRA; failed to accurately report municipal

securities transactions and failed to accurately

prepare municipal customer confirmations.

Failure to Report Complaints and Update

Disclosure Documents

In a 2005 FINRA Hearing Panel decision, NMIS

was censured and fined $110,000, NMIS’ thenChief Compliance Officer was censured and

fined $15,000, and a former NMIS Chief

Compliance Officer was censured and fined

$5,000 for violations of FINRA rules that

occurred from 1999 to early 2001 relating to

failure to file certain statistical and summary

reports within the reporting period required by

FINRA rules, failure to timely report two

settlements and file an amendment to a

registered representative’s Form U-5 document

to reflect settlements with customers and

customer arbitrations, as well as for failure to

adequately supervise NMIS personnel regarding

the handling of customer complaints. In

response, NMIS implemented procedures to

enhance the firm’s compliance reporting

processes.

Marketing of Variable Life Insurance

In a 2004 settlement, FINRA censured and fined

NMIS $1,000,000 for NMIS’ failure to comply

with FINRA rules relating to the sales and

marketing of securities that occurred between

1998 and 2001. One NMIS representative

presented variable life sales training seminars

during 1998 through 2001 that did not comply

with FINRA rules because the variable life

product was presented to other registered

representatives in an unbalanced and

inappropriate way. A second NMIS

representative sent four letters to customers

during 1998 through 2000 that did not comply

with FINRA advertising rules because

inappropriate terms were used to describe

92-0459 (0415) Page 15 FE
variable life insurance policies. FINRA found that

NMIS did not adequately supervise these two

registered representatives in accordance with

FINRA rules and that it did not appropriately

maintain internal e-mail communications in

accordance with FINRA rules. NMIS agreed to

file with FINRA s advertising regulation

department all institutional sales materials used

for educational purposes relating to internal

seminars and training sessions concerning

variable life insurance prior to first use for a

period of one year. NMIS also agreed to provide

notice to all current registered representatives

who attended the seminars at issue that

explained the deficiencies in the seminars. NMIS

paid a $10,000 fine to the Pennsylvania

Department of Insurance in connection with the

same matter.

B. OTHER FINANCIAL INDUSTRY

ACTIVITIES AND AFFILIATIONS

Northwestern Mutual Investment Services,

LLC ( NMIS )

NMIS is a wholly-owned company of The

Northwestern Mutual Life Insurance Company

("NM"). NMIS is registered with the Securities

and Exchange Commission ( SEC ) as a brokerdealer under the Securities Exchange Act of

1934, and as an investment adviser under the

Investment Advisers Act of 1940. NMIS 

principal business activity is as a securities

broker-dealer. Your Representative is also a

registered representative of NMIS as brokerdealer. NMIS is the distributor for NM variable

annuity and variable life contracts. Most of

NMIS registered representatives are also

agents of NM and Northwestern Long Term

Care Insurance Company ( Northweste Long

Term Care ). NMIS is an insurance agency.

NMIS registered representatives also may offer

92-0459 (0415)

variable life, variable annuity and group variable

annuity products issued by unaffiliated insurance

companies. NM offers and sells to the public

traditional life insurance products, disability

insurance and long-term care insurance. Most of

NMIS’ principal executive officers devote

substantially all of their time to these insurance,

securities brokerage, and advisory activities.

The Northwestern Mutual Life Insurance

Company ("NM )

NM provides the capital investments needed for

NMIS to meet net capital requirements for

operating as a registered broker-dealer. Some of

its officers and employees are also officers and

employees of NMIS or function in similar

capacities. NM also provides to NMIS certain

accounting and tax services; internal audit

services; treasury services; human resources

services; management information system

services; marketing and communications

services; legal services; compliance services;

insurance services; general corporate services;

contract, license and registration services;

financial and estate planning support services;

training and development services; product

development and corporate project services;

field compensation services; special

investigation services; and other services as

agreed to by the parties. NMIS is included in

NM’s consolidated federal income tax returns,

and they have a tax allocation agreement that

governs their respective federal income tax

liabilities and provides for compensation to one

entity for use by the other entity of any net

losses or credits as well as the allocation and

payment of any refund arising from the

application of any losses or credits. This inter¬

company agreement is intended to result in no

less favorable treatment to NMIS than if it had

filed its income tax return as a separate entity.

Page 16 FE
Northwestern Mutual Wealth anagement

Company ( NMW C )

NMWMC is a limited purpose federal savings

bank. NMWMC and NMIS are both under the

common control of NM. NMIS has a brokerage

services agreement with NMWMC whereby

NMIS offers brokerage and other services to

support NMWMC in offering investment advisory

services to its clients. NMWMC offers research

and asset allocation services to NMIS for the

Program pursuant to the terms of a service

agreement. It is a confl ct of interest for NMIS to

use NMWMC s advisory services for this

Program. NMIS did not use a due diligence

process to select NMWMC as rigorous as it

would have used if it were hiring an unaffiliated

advisor to provide these services. NMIS

mitigates this conflict by its Investment Products

and Programs Committee reviewing the

research and advice provided by NMWMC.

Some of NMIS1 registered representatives are

both a NMIS Representative and a NMWMC

representative. From time to time, NMIS

Representatives may refer clients to NMWMC

for other advisory programs and for trust or

private client services. NMIS Representatives

may have an incentive to refer clients to

NMWMC for other advisory programs and for

trust or private client services because NMWMC

may pay NMIS and/or that Representative

compensation for the referral and because of the

revenue generated by NMWMC through other

advisory programs, trust or private client service

engagements.

Russell Investment Group

The Russell Investment Group owns Russell

Investment Management Company ( RlMCo ), a

registered investment adviser, among other

entities.

RlMCo serves as investment adviser to Russell

Investment Company ( RIC ), a registered openend investment company, and receives

compensation for doing so. RIC offers a number

of open-end mutual funds ( Russell Funds ) that

are available in the Signature Portfolios

Program. RlMCo earns ongoing investment

management fees when Program clients

purchase Russell Funds. Russell Funds 

marketing Representatives have been afforded

significant access to Representatives of NMIS

through appearances at and participation in

meetings and sales conferences which may be

held with Representatives of NMIS.

Relationship with Pershing LLC and

related Conflicts

FUNDVEST®

Brokerage accounts opened through NMIS are

held at Pershing LLC ( Pershing ), which is an

unaffiliated company that acts as a clearing firm

for NMIS. Pershing receives servicing fees from

certain mutual fund families to participate in

Pershing s mutual fund no-transaction-fee

program ( FUNDVEST® ). Pershing passes a

portion of these fees on to NMIS. NMIS receives

between 0% and 0.25% (e.g., between $0 and

$25.00 on a $10,000 investment) per year from

Pershing when a NMIS client invests in a fund

that participates in Pershing s FUNDVEST®

program. NMIS receives this additional

compensation for providing shareholder services

and other administrative services to NMIS

clients. In addition, Pershing does not charge

NMIS transaction charges for transactions in

funds that participate in the FUNDVEST®

92-0459 (0415) Page 17 FE
program. A list of fund fa ilies participating in

the FUNDVEST® program can be found at

http://www.northwesternmutual.com/legalinformation/Documents/fundvestlist.pdf. NMIS

has an incentive to recommend a mutual fund in

the FUNDVEST® program in favor of a mutual

fund that does not participate in FUNDVEST®,

which is a conflict of interest. For additional

information on a particular mutual fund s

payment and compensation practices with

respect to FUNDVEST®, please see the mutual

fund s prospectus. Representatives of NMIS do

not receive any compensation from NMIS,

Pershing, or any participating mutual fund

families related to the FUNDVEST® program.

However, client assets in mutual funds

participating in the FUNDVEST® program

advised by NMIS and held in underlying NMIS

brokerage accounts as part of the Signature

Portfolios Program will positively impact NMIS’

revenue.

Operational Credit Payments

NMIS receives annual credits from Pershing

based upon NMIS' trade volume and economies

of scale based on the volume of transactions on

Pershing’s platform. NMIS receives up to $2.00

per trade on the following: mutual funds,

equities, exchange traded funds (ETFs), options,

fixed income securities, and unit investment

trusts (UlTs). Representatives of NMIS will not

receive any compensation from NMIS or

Pershing related to the operational credits NMIS

receives from Pershing.

Payments for Contract Renewal

NMIS has received and may receive

compensation from service providers for

agreeing to renew its contracts with service

providers.

Pa ments Related to Cash Sweep Options

When you open your NMIS brokerage account

for this Program, you will be asked to select from

among different Cash Sweep Options offered by

NMIS. Options range from FDIC insured

vehicles to money market mutual funds that are

either taxable or tax exempt. Account assets

that are held in an FDIC insured Cash Sweep

Option will be held at depository institutions in

accounts insured by the Federal Deposit

Insurance Corporation ( FDIC’’) up to applicable

limits per depositor. Please see the FDICinsured deposit account disclosure documents

for additional information. With the exception of

the FDIC insured Cash Sweep Options

described in this section, Program accounts are

not deposits and are not FDIC insured.

NMIS receives additional compensation from

Persh ng based on assets held within the Cash

Sweep Options offered within NMIS accounts.

NMIS has made various Cash Sweep Options

available to NMIS clients. For more information

please visit

http://www.northwestemmutual.com/leqalinformation/Documents/920345.pdf

92-0459 (0415) Page 18 FE
Conflicts of Interest Related to Receipt of

12b-1 Fees

NMIS may recommend that clients participating

in the Program purchase shares of mutual

funds. Pursuant to arrangements NMIS or

Pershing has made with certain of the mutual

funds available for purchase in the Program,

NMIS receives administrative, distribution, or

shareholder servicing fees (collectively 12b-1

fees ) from mutual funds either directly or

through the FUNDVEST® program.

Fees paid to NMIS will vary depending on the

amount of client assets that are invested with

mutual funds that are subject to such fee

arrangements. The amount of the 12b-1 fee

payments to NMIS will vary depending on the

mutual fund, the share class, the amount of

assets held in NMIS brokerage accounts

(including NMIS and NMWMC advised assets

held in underlying NMIS brokerage accounts)

invested in a particular mutual fund and other

factors. The Program may not always offer

clients all share classes made available by a

mutual fund, including the lowest cost share

class. You may be able to purchase lower cost

share classes outside of the Program or through

other advisers. Details on operating expenses of

each share class are included in each mutual

fund s prospectus. Representatives do not

receive any 12b-1 fee payments in connection

with the Program. Because the amount of 12b-1

fees NMIS receives is proportional to the volume

of your assets held in underlying NMIS brokerage

accounts, NMIS has an incentive to promote and

increase the investment of your assets in mutual

funds from which NMIS will receive payment of

12b-1 fees. As a result, Representatives may

have increased exposure to particular marketing

92-0459 (0415)

Pershing has made with certain of the mutual

funds available for purchase in the Program,

and educational initiatives focused on mutual

funds from which NMIS receives 12b-1 fees.

Conflicts Related to Affinity Fund Partners

Program

Because there are thousands of mutual funds

available to investors, NMIS focuses on a select

group of fund families that offer a broad spectrum

of mutual funds. NMIS has selected seven fund

families (American Century, American Funds,

Fidelity Advisor, Franklin Templeton, MFS,

PIMCO and Russell) to participate in NMIS 

Affinity Fund Partners (AFP) program. AFPs have

greater access to representatives to provide

training, education and product information and

are invited to participate in representative

meetings and sales conferences. AFPs may also

receive other benefits. To participate in the AFP

program, fund families have to be willing to

contribute financially to help sponsor specific

training, education and sales events as well as

provide additional compensation to NMIS for

marketing and distribution-related expenses.

These types of financial contributions are often

referred to as revenue sharing. Each AFP

discloses revenue sharing arrangements in their

respective prospectuses. NMIS has an incentive

to promote and increase the investment of your

assets in AFP mutual funds fro which NMIS will

receive revenue sharing. NMIS does not provide

a financial incentive to representatives to sell AFP

funds instead of other mutual funds.

Other Conflicts Related to Mutual Fund

Distribution

In addition to fund families in the AFP Program,

NMIS receives payments for marketing and

distribution-related expenses from the distributor

or investment adviser of the following fund

Page 19 FE
families: Allianz Global Investors, Aston Funds,

Baron Funds, Credit Suisse, Delaware

Investments, Dreyfus, DWS Investments, Eagle

Asset Management, Great West Financial, ING,

Invesco, John Hancock, Keeley Funds,

Nationwide, Natixis Global Associates/Loomis

Sayles, Nuveen Investments, OneAmerica,

Oppenheimer Funds, Pioneer Investments,

Principal, Putnam Investments, Securian and

Transamerica. NMIS may receive fees based on

a percentage of new dollars invested (sales

fees) and assets held (annual asset fees) by

NMIS customers in each family s funds. NMIS

may enter into new agreements to receive other

payments. For the most recent list of fund

families that participate in the programs

described above and information on the

amounts NMIS receives, please visit

www.northwesternmutual.com/leqalinformation/Documents/920345.pdf

NMIS has an incentive to promote and increase

the investment of your assets in mutual funds

from which NMIS will receive payments for

marketing and distribution related expenses.

NMIS does not provide a financial incentive to

representatives to sell these funds instead of

other mutual funds.

Conflicts of Interest Related to the

Morninqstar List of Mutual Funds and

Customized Portfolios

As described above, NMWMC and NMIS have

entered into an agreement with Morningstar

Associates LLC ( Morningstar ) to create the

Morningstar List. Morningstar has been directed

by NMWMC (on NMIS behalf) to consider AFP

status in connection with its preparation and

maintenance of the Morningstar List as well as

the construction of the Customized Portfolios. As

a result, certain of the AFP mutual funds are

92-0459 (0415)

included on the Morningstar List and in the

Customized Portfolios and others may be added

in the future. However, at no time will an AFP

mutual fund be selected by Morningstar solely

based on the AFP’s relationship with NMIS or its

affiliates. Morningstar has confirmed that all

funds appearing on the Morningstar List and in

the Customized Portfolios are and will be

comparable in quality and that its investment

evaluation and selection methodology employed

in producing the Morningstar List and the

Customized Portfolios is not compromised by

virtue of its recognition of AFP status.

Conflict of Interest Related to Annual Fees

for Market Index Portfolios

NMIS charges its representatives an annual fee

for each Signature Portfolios account on which

they are the assigned representative. The

annual fee that NMIS charges its

representatives is greater for accounts that

select the Market Index Portfolio than for

accounts that select the Customized or MultiManager Portfolio. If you have questions about

the annual fee, please ask your Representative.

Affiliated Mutual Funds and IRA and ERISA

Accounts

Where a Representative makes an investment

advisory recommendation to an ERISA client or

to an IRA client to purchase an open-end

registered mutual fund that is managed for an

advisory fee by any NMIS affiliate, including in

connection with any sweep services of fee credit

balances, NMIS or its affiliates may receive such

fee in accordance with the terms of Department

of Labor ( DOL ) Prohibited Transaction

Exemption ( PTE”) 77-4. Tax-qualified accounts

will receive a fee credit for any applicable

Page 20 FE
revenues Northwestern Mutual receives from

third parties related to funds held in the account

(such as 12b-1 fees).

For the purpose of complying with the terms of

DOL PTE 77-4, you will be required to

acknowledge and agree that: (i) the investment

in NMIS affiliated mutual funds for a Signature

Portfolios Program account is appropriate

because of, among other things, the investment

goals, redeemability/liquidity, and diversification

of those funds; (ii) subject to NMIS' investment

strategies and the investment guidelines for the

account, all assets of the account may be

invested in one or more of the NMIS affiliated

mutual funds that may be used in connection

with your account; (iii) you received or you will

receive prospectuses for the NMIS affiliated

mutual funds that may be used in connection

with the account, which each include a summary

of all fees that may be paid by the NMIS

affiliated mutual funds to NMIS and/or to its

affiliates; (iv) you may at any time instruct NMIS

to sell any and all NMIS affiliated mutual funds in

your account and/or may revoke your agreement

to invest in NMIS affiliated mutual funds. On the

basis of any applicable mutual fund prospectus

or similar disclosure document for a mutual fund,

other security or product, the disclosures

contained herein, and the disclosures contained

in your account agreement, you consent to the

investment of the assets of the Signature

Portfolios account in NMIS affiliated mutual

funds, other securities or products and the

redemptions there from, subject only to limits, if

any, set forth in your investment guidelines.

ERISA regulations impose specific conditions on

plan fiduciaries regarding execution of

transactions with affiliated persons, principal

transactions or agency-cross transactions.

92-0459 (0415)

These restrictions may affect the services

provided.

Loan Advance for Managed Accounts

NMIS Signature Portfolios clients have their

brokerage accounts with NMIS, which uses

Pershing as custodian and clearing brokerdealer. You may take advantage of a lending

program made available by NMIS in association

with and through NMIS clearing firm and

custodial broker, Pershing. Pursuant to this

program, entitled Loan Advance for Managed

Accounts ( LAMA ), Pershing makes available

to NMIS brokerage clients the ability to obtain a

line of credit. You are required to pledge assets

in your brokerage accounts as collateral security

for the loan. The LAMA program is not offered

as an advisory program by NMIS. NMIS does

not serve as an investment adviser to you with

respect to determining whether or how you

should borrow money using the LAMA program.

Participation in the LAMA program may

adversely affect performance of a NMIS

advisory account, due to costs of interest and

the possibility that assets could be liquidated to

satisfy a margin call. Using a managed account

as collateral for a loan may be inconsistent with

the stated investment objective of the account,

due to the fact that if the assets in the advisory

account depreciate, they may have to be

liquidated to secure the loan. There may be

instances, depending on individual client

circumstances, where a client s participation in

the LAMA program would inhibit NMIS from

fulfilling its contractual advisory duties and

administering the particular NMIS advisory

program for the client s account. NMIS receives

from Pershing between .75% and 2.75% interest

on loans made through the LAMA program and

thus NMIS has a conflict of interest in serving

both as your investment adviser on an account

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and in making the LAMA program available for

an account.

C. CODE OF ETHICS

NMIS has adopted a Code of Ethics pursuant to

Rule 204A-1 of the Advisers Act (the Code ).

The Code acknowledges NMIS fiduciary duty to

its clients. The Code sets forth guiding principles

and standards of business conduct to ensure that

all NMIS employees and other persons

supervised by NMIS ( Supervised Persons”) act

in accordance with the highest standards of

personal and professional honesty and integrity,

and comply with all applicable laws, rules and

regulations. Certain Supervised Persons (“Access

Persons ) must also report their personal

securities transactions and holdings.

The Code sets out the guiding principle that

Supervised Persons will refrain from taking

actions or seeking benefits that would prejudice

the rights of any client or conflict with the best

interests of any client. The Code, among other

things, sets forth policies and procedures (1)

monitoring personal securities transactions and

holdings of Access Persons, (2) prohibiting

transactions by Supervised Persons in securities

of a company while in possession of non-public

information about the company, and (3) ensuring

that Supervised Persons safeguard all non-public

and confidential information that NMIS may

obtain from its clients or others. A copy of the

Code is available to you upon request.

The Code is administered by the Chief

Compliance Officer of NMIS. All Supervised

Persons are expected to comply with the Code

and failure to do so may constitute grounds for

disciplinary action, including warnings, fines,

disgorgements, suspensions, demotions and

termination of Supervised Person’s employment

or association with NMIS.

D. PARTICIPATION OR INTEREST IN

CLIENT TRANSACTIONS AND

PERSONAL TRADING

Russell Investment Group has a material

financial interest in Russell Funds, which are

within the Multi-Manager Portfolios that your

Representative may recommend to you. For

additional information, see Section III titled

“Portfolio Manager and Selection and Evaluation

- Program Management and Overview” and

Section VI titled “Additional Information - Other

Financial Industry Activities and Affiliations. 

E. REVIEW OF ACCOUNTS

The NMIS Investment Products and Programs

Committee evaluates the performance of the

funds, ETFs and model Portfolios offered

through the Program to determine their

conformance with the NMIS investment

philosophy. No less than annually the

Committee, through your Representative, will

review each Program account and offer you an

opportunity to meet to review the account s

status and your financial situation.

F. CLIENT REFERRALS AND OTHER

COMPENSATION

Referral Compensation

A registered representative of NMIS may act as

a Solicitor on behalf of NMIS as an investment

adviser (“Solicitor”). This Solicitor is a different

individual from the one who is authorized by

NMIS to act as your Representative to provide

you investment advisory services under the

Program.

92-0459 (0415) Page 22 FE
if you have been referred to NMIS as an

investment adviser by a Solicitor, you should

know that the Solicitor has entered into an

agreement with NMIS for the purpose of

referring investment advisory clients to NMIS. In

consideration for such services, the Solicitor will

be compensated by a fee up to 34% of the

investment advisory fees you pay to NMIS.

NMIS also may pay to the Solicitor bonuses and

non-cash compensation based, in part, on client

referrals. The referral fees described above will

be payable for so long as your Program account

is in existence, or until the quarter following the

date that the Solicitor s registration as a

registered representative with NMIS is

terminated. Upon termination of the referral

arrangement with the Solicitor, the amount of the

referral fees that would have been paid to the

Solicitor will be retained by NMIS, and all or a

portion of such fees may be used by NMIS to

compensate its Representative who provides

service to your Program account.

The Solicitor is not authorized to provide you

with any investment advisory or supervisory

services in respect to investment advisory

accounts you maintain with NMIS.

NMIS may also refer insurance, securities

brokerage or advisory clients to other brokerdealers or investment advisers and receive

compensation as a solicitor within the meaning

of Rule 206(4)-3 under the Investment Advisers

Act of 1940.

Additional economic benefits which NMIS, its

Representatives and affiliates receive by virtue

of their relationships with others, and the

conflicts of interest which arise out of those

relationships are described in Section VI.

92-0459 (0415)

Additional Information - Other Financial Industry

Activities and Affiliations.

Representative Compensation

The individual NMIS Representative who

recommends the Signature Portfolios Program

to you will receive a portion of the fee paid by

you. The amount of the compensation that a

NMIS Representative may receive may be more

than what he or she would receive if you paid

separately for investment advice, brokerage and

other services. The amount of compensation

your Representative receives may also be more

than what he or she would receive if you

participated in other Northwestern Mutualaffiliated investment advisory programs.

Accordingly, your Representative may have a

financial incentive to recommend the Program

over other programs or services.

NMIS, as a broker-dealer through its

representatives, and NMIS Representatives, in

their capacities as insurance agents for NM and

Northwestern Long Term Care, effect securities

transactions for individuals and sell life, long

ter care and disability income insurance to you

and receive compensation as a result. A

Representative may share in commissions on

the sale of insurance and securities products

with other licensed insurance agents of NM

and/or Northwestern Long Term Care and/or

other registered representatives of NMIS. Your

Representative s interest in being compensated

can conflict with your interests and can influence

the advice you receive or can influence the

products or services your Representative

recommends. NMIS may compensate qualified

NMIS Representatives in the event a client

referred by the Representative to a NMIS

investment advisory representative becomes a

Signature Portfolios client. NMIS may also

Page 23 FE
compensate NMIS Representatives in part

based on client referrals.

NM and NMIS reward your Representati e for

sales and servicing of NM affiliated products and

services in various ways, some of which are

disclosed here. NMIS compensates your

Representative as a registered representative of

NMIS based on the revenue he or she

generates on behalf of NMIS with respect to

certain investment products NMIS distributes

including mutual funds and variable annuities.

Your Representative may also receive bonus,

transition, retention or other compensation from

NM, NMWMC or NMIS in connection with the

sales and servicing of various investment

products. The rate of compensation paid to

NMIS registered representatives increases if

revenue generated from the sales and servicing

of various investment products and advisory

services meets or exceeds certain thresholds.

As an agent of NM, your Representative accrues

production credits arising out of the sale of all

risk-based insurance products in the aggregate,

including annuities that are being serviced by an

advisory program. NM rewards its agents for

achieving certain levels of production credits

with non-monetary rewards and recognition such

as being invited to conferences, receiving gifts

and being given preferential service by the

Home Office.

NMIS permits, on an exception basis, some

Representatives to act as investment advisory

representatives of unaffiliated investment

advisers. NMIS neither sponsors nor endorses

services or products provided through these

unaffiliated entities. All NMIS Representatives

providing advisory services are required to

supplement the disclosures in this brochure with

a personalized supplemental disclosure

92-0459 (0415)

document. You should consult that disclosure for

additional information concerning associations a

NMIS representative has with unaffiliated

entities.

In recognition of the value accumulated in the

business of a Representative through the

development of client relationships, and to help

facilitate a smooth transition in the servicing of

client accounts upon a Representative s

retirement, NMIS has established a continuing

compensation plan for certain eligible

Representatives. The plan is effective upon an

eligible Representative’s retirement, total

disability or death or for eligible Representatives

who enter into a transition plan with a successor

Representative. Eligible Representatives and/or

their beneficiaries may receive a portion of the

ongoing advisory fees from the Representative’s

former client’s accounts for a period of up to

three years after your account has been

transitioned to a successor Representative. This

plan creates a financial incentive for eligible

retiring Representatives to transition their clients

to other NMIS Representatives before they

retire.

G. FINANCIAL INFORMATION

NMIS does not require prepayment of more than

$1200 in fees per client six months or more in

advance and therefore this section is not

applicable to NMIS.

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